QUEENSLAND, AUSTRALIA--(Marketwire - Sep 7, 2012) -

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 7 September 2012 ALLIED GOLD MINING PLC RECOMMENDED ACQUISITION OF ALLIED GOLD MINING PLC BY ST BARBARA LIMITED SCHEME EFFECTIVE Allied Gold Mining PLC ("Allied Gold" or the "Company") announces that the Capital Reduction Court Order has been delivered to the Registrar of Companies today, 7 September 2012, and the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") to effect the proposed acquisition by St Barbara Limited ("St Barbara") of the entire issued and to be issued share capital of the Company (the"Acquisition") has therefore become fully effective. Allied Gold has also been re-registered as a private company. Next steps As announced by the Company this morning, with effect from 8.00 a.m. (London time) on Monday 10 September 2012 the listing of Allied Gold Shares on the Official List of the UK Listing Authority will be cancelled and consequently the Allied Gold Shares will cease to be admitted to trading on the London Stock Exchange. Dealings in Allied Gold Shares on the TSX will be suspended before the TSX opens today, 7 September 2012. De-listing from the TSX will occur at the end of the trading day in Toronto today, 7 September 2012. The last day of trading in Allied Gold CDIs on the ASX was 31 August 2012. Application has been made for removal of the Allied Gold CDIs from the official list of ASX on 10 September 2012. It is expected that admission of the St Barbara Consideration Shares to trading on ASX will take effect by 8.00 a.m. (Australian Eastern Standard Time) on 13 September 2012. The dates stated above are indicative only. If any of the times and/or dates stated above change, the revised times and/or dates will be notified to Allied Gold Shareholders by announcement through a Regulatory Information Service. Other Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the document sent to shareholders in relation to the Scheme dated 18 July 2012. Enquiries Allied Gold Joe Dowling, General Manager Investor Relations and +61 403 369 Communications 232 RBC (Financial Adviser and Corporate Broker to Allied Gold) Stephen McPherson, Jonathan Stephens, M&A (UK) +44 20 7653 4000 Duncan St John, M&A (Australia) +612 9033 3307 Stephen Foss, Matthew Coakes, Corporate Broking +44 20 7653 4000 St Barbara Ross Kennedy, Executive General Manager Corporate Services +613 8660 / Company Secretary 1903 Lazard (Lead Financial Adviser to St Barbara) Eka Nirapathpongporn, Managing Director +613 9657 8414 Media Enquiries Buchanan (UK Media Adviser to Allied Gold) Bobby Morse +44 20 7466 5000 Nightingale (Media Adviser to St Barbara) Switchboard +613 9614 6930 Tim Williamson +61 458 680 130 Lisa Keenan +61 409 150 771 StockWell (UK Media Adviser to St Barbara) Switchboard +44 20 3370 0013 Philip Gawith +44 7887 954 048 Rob Morgan +44 7557 413 275 RBC Capital Markets, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Allied Gold and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Allied Gold for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in connection with the Offer or any matter referred to herein Lazard, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for St Barbara and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than St Barbara for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Offer or any matter referred to herein. Barclays, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for St Barbara and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than St Barbara for providing the protections afforded to clients of Barclays nor for providing advice in connection with the Offer or any matter referred to herein. Further information This announcement is for information purposes only and does not constitute or form part of an offer or invitation to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. The Offer is being made solely by means of the Scheme Document, which contains the full terms and conditions of the Offer. Allied Gold and St Barbara urge Allied Gold Shareholders to read the Scheme Document which has been distributed to Scheme Shareholders (with the exception of certain Excluded Overseas Shareholders), as it contains important information relating to the Offer. This announcement does not constitute a prospectus or prospectus equivalent document. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Overseas shareholders The availability of the Offer to Allied Gold Shareholders who are not resident in the United Kingdom, Australia or the United States or not located in Canada may be affected by the laws of the relevant jurisdictions in which they are located or of which they are resident. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom, Australia or the United States or not located in Canada or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to overseas Allied Gold Shareholders are contained in the Scheme Document. The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is (a) a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (b) a "designated foreign issuer" under applicable Canadian securities laws. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under Australian law, Canadian securities law or the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of Australian, Canadian or US shareholder vote, proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of Australian, Canadian or US companies. No securities regulatory authority in any Canadian jurisdiction has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this announcement. Any representation to the contrary is an offence in Canada. Any securities to be offered pursuant to the Offer as described in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States, or of Canada, Australia or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. The St Barbara Shares to be issued in exchange for Scheme Shares pursuant to the Scheme will be issued in reliance upon exemptions from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute "control distributions", St Barbara Shares issued pursuant to the Scheme may be resold in each province and territory in Canada, however the first trade in such St Barbara Shares will be subject to the standard conditions that no unusual effort has been made to prepare the market or create demand, no extraordinary commission or consideration is paid and, if the selling shareholder is an insider or officer of St Barbara, such shareholder has no reasonable grounds to believe that St Barbara is in default of securities legislation. Copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange END